INTERTEK TERMS AND CONDITIONS FOR GENERAL SERVICES
Agreement. No performance, deliverable, oral or other information or advice provided by Intertek(including its agents, sub-contractors, employees or other representatives) will create a warranty orotherwise increase the scope of any warranty provided.

These terms and conditions, together with any proposal, estimate or fee quote, form the agreement between
you (the Client) and the Intertek entity (Intertek) providing the services contemplated therein.
1.
1.1
(a)
(b)
(c)
(d)
(e)

(f)
(g)

(h)
(i)
(j)
(k)
1.2
2.
2.1
2.2
2.3

2.4

2.5

2.6

2.7

2.8

3.
3.1
(a)

(b)
(c)

(d)

3.2

3.3

INTERPRETATIONIn this Agreement, the following words and phrases shall have the following meanings unless thecontext otherwise requires:
Affiliate shall mean any entity that directly or indirectly controls, is controlled by, or is under common
control with another entity;
Agreement means this agreement entered into between Intertek and the Client;App means an application owned by Intertek, which the Client can download onto a mobile device anduse to assist the Inspector when performing Remote Inspections;
Charges shall have the meaning given in Clause 5.2;
Confidential Information means all information in whatever form or manner presented which: (a) isdisclosed pursuant to, or in the course of the provision of Services pursuant to, this Agreement; and (b)(i) is disclosed in writing, electronically, visually, orally or otherwise howsoever and is marked, stamped or
identified by any means as confidential by the disclosing party at the time of such disclosure; and/or(ii) is information, howsoever disclosed, which would- reasonably be considered to be confidential by
the receiving party.
Intellectual Property Right(s) means copyrights, trademarks, patents, patent applications (including theright to apply for a patent), service marks, design rights trade secrets and other rights (whether registeredor unregistered), howsoever existing;
Report(s) shall mean any memoranda, laboratory data, calculations, measurements, estimates, notes,
certificates and other material prepared by Intertek in the course of providing the Services to the
Client, together with status summaries or any other communication in any form describing the results ofany work or services performed;
Services means the testing, assurance, and inspection services as set out in Clause 2 of this Agreement orin any relevant Intertek Proposal, any relevant Client purchase order, or any relevant Intertek invoice, asapplicable, and may comprise or include the provision by Intertek of a Report
Proposal means the description of our Services, and an estimate of our Charges, if applicable, provided to
the Client by Intertek.
Remote Inspection means a form of visual inspection, conducted by the Inspector by directing the
Client or the Clients suppliers to move to certain areas to allow the Inspector to carry out the audit
remotely via a direct video link via an app or software technology;
Inspector means Intertek inspector responsible for performance of the Services.
The headings in this Agreement do not affect its interpretation.
THE SERVICES
Intertek shall provide the Services to the Client in accordance with the terms of this Agreement whichis expressly incorporated into any Proposal Intertek has made and submitted to the Client.
In the event of any inconsistency between the terms of this Agreement and the Proposal, the terms of thisAgreement shall take precedence.
The Client acknowledges and agrees that if in providing the Services Intertek is obliged to deliver a Reportto a third party, Intertek shall be deemed irrevocably authorized to deliver such Report to the applicablethird party. For the purposes of this clause an obligation shall arise on the instructions of the Client, or
where, in the reasonable opinion of Intertek, it is implicit from the circumstances, trade, custom, usage orpractice.
Where the Client has instructed Intertek to carry out the Services on behalf of its suppliers, the Client’s
suppliers acknowledges and agrees that any Services provided and/or Reports produced by Intertek aredone so within the limits of the scope of work agreed with the Client in relation to the Proposal andpursuant to the Client's specific instructions or, in the absence of such instructions, in accordance withany relevant trade custom, usage or practice and Intertek shall provide a copy of the Report to the Client.
The content of any Report represent Intertek’s review of facts and documents in existence at the timeof performance of the Services only and within the limits of the instructions received from the Client andare for the benefit of the Client or any regulatory body, which is responsible for acting as they see fiton the basis of such Reports.
The Client and its suppliers further agrees and acknowledges that the Services are not necessarily designed
or intended to address all matters of quality, safety, performance or condition of any product, material,
services, systems or processes tested, inspected or certified and the scope of work does not necessarilyreflect all standards which may apply to product, material, services, systems or process tested, inspectedor certified. The Client understands that reliance on any Reports issued by Intertek is limited to the facts
and representations set out in the Reports which represent Intertek’s review and/or analysis of facts,
information, documents, samples and/or other materials in existence at the time of the performance of
the Services only.
Where the Client instructs Intertek to perform a Remote Inspection, the Client and/or the Clients suppliers
agrees and warrants: (i) to provide Intertek, with complete, accurate, and the most current informationand documentation to perform the Remote Inspection; (ii) to download the App, if applicable, onto the
Clients or their suppliers smartphone and use the app solely for the purposes of the Remote Inspection;(iii) to allow the Inspector to direct the camera of the smartphone while using the App, to allow theInspector to perform the Remote Inspection and (iv) the Client and/or the Clients suppliers shall be solely
responsible for ensuring sufficient internet connectivity to perform the remote inspection. If internet
connectivity fails during the Remote Inspection, the Client and/or the Clients suppliers shall make all
attempts to reconnect, if reconnection is not possible a physical inspection will be scheduled.
Client is responsible for acting as it sees fit on the basis of such Report. Neither Intertek nor any of its
officers, employees, agents or subcontractors shall be liable to Client nor any third party for any actions
taken or not taken on the basis of such Report.
In agreeing to provide the Services pursuant to this Agreement, Intertek does not abridge, abrogate orundertake to discharge any duty or obligation of the Client to any other person or any duty or obligationof any person to the Client.
INTERTEK'S WARRANTIESIntertek warrants exclusively to the Client:that it has the power and authority to enter into this Agreement and that it will comply with relevant
legislations and regulations in force as at the date of this Agreement in relation to the provision of theServices;that the Services will be performed in a manner consistent with that level of care and skill ordinarily
exercised by other companies providing like services under similar circumstances;that it will take reasonable steps to ensure that whilst on the Client’s premises its personnel comply withany health and safety rules and regulations and other reasonable security requirements made known toIntertek by the Client in accordance with Clause 4.3(d);that the Reports produced in relation to the Services will not infringe any legal rights (including Intellectual
Property Rights) of any third party. This warranty shall not apply where the infringement is directly or
indirectly caused by Intertek’s reliance on any information, samples or other related documents provided
to Intertek by the Client (or any of its agents or representatives).
In the event of a breach of the warranty set out in Clause 3.1 (b), Intertek shall, at its own expense, perform
services of the type originally performed as may be reasonably required to correct any defectin Intertek’s
performance.
Intertek makes no other warranties, express or implied. All other warranties, conditions and other terms
implied by statute or common law (including but not limited to any implied warranties of merchantability
and fitness for purpose) are, to the fullest extent permitted by law, excluded from this.

June 2024(Japan)

4.
4.1
(a)
(b)
(c)

(d)

(e)

(f)
4.2

4.3
(a)

(b)
(c)

(d)

(e)

(f)

(g)
(h)
(i)
(j)

(k)
(l)

4.4

5.
5.1

5.2
5.3
5.4

5.5

5.6
5.7

5.8

5.9

CLIENT WARRANTIES AND OBLIGATIONSThe Client represents and warrants:that it has the power and authority to enter into this Agreement and procure the provision of the Services
for itself;that it is securing the provision of the Services hereunder for its own account and not as an agent or
broker, or in any other representative capacity, for any other person or entity;that all information, records, and related documents (including but not limited to any clients or supplierbooks, code of ethics, internal policies, records (including employment records), information systems)it(or any of its agents or representatives) supplies to Intertek (including its agents, sub-contractors andemployees) are , true, accurate representative, complete and is not misleading in any respect and madeavailable when required by Intertek The Client further acknowledges that Intertek will rely on suchinformation, samples or other related documents and materials provided by the Client (without any duty
to confirm or verify the accuracy or completeness thereof) in order to provide the Services;shall comply with Intertek’s request to conduct interviews, meetings or discussions with the Clients
personnel and the personnel of the Clients suppliers for any matters relating to the Services within thetimeframe as agreed between the parties; andthat any information, samples or other related documents (including without limitation certificates andreports) provided by the Client to Intertek will not, in any circumstances, infringe any legal rights (includingIntellectual Property Rights) of any third party.
that if the certification is applied to ongoing production the certified product continues to meet the
product requirements.
In the event that the Services provided relate to any third party, the Client shall cause any such third party
to acknowledge and agree to the provisions in this Agreement and the Proposal prior to and as a condition
precedent to such third party receiving any Reports or the benefit of any Services.
The Client and its suppliers further agree:
to co-operate with Intertek in all matters relating to the Services and appoint a manager in relation to theServices who shall be duly authorized to provide instructions to Intertek on behalf of the Client and tobind the Client contractually as required;to provide instructions and feedback in due time to enable Intertek to perform the Services in a timely
manner as agreed between the parties;
to provide Intertek (including its agents, sub-contractors and employees) with access to its premises,
equipment and personnel, as may be reasonably required for the provision of the Services and to any
other relevant premises at which the Services are to be provided;prior to Intertek attending any premises for the performance of the Services, to inform Intertek of all
applicable health and safety rules and regulations and other reasonable security requirements that may
apply at any relevant premises at which the Services are to be provided;
to notify Intertek promptly of any risk, safety issues or incidents in respect of any item delivered by the
Client, or any process or systems used at its premises or otherwise necessary for the provision of theServices;to inform Intertek in advance of any applicable import/ export restrictions, including but not limited to
any USA-based export controls such as International Traffic in Arms Regulations (ITAR) and the Export
Administration Regulations (EAR), that may apply to the Services and/or any Confidential Information to
be provided, including any instances where any products, information or technology may be exported/
imported to or from a country that is restricted or banned from such transactionin the event of the issuance of a certificate, to inform and advise Intertek immediately of any changes
during the term of the certificate which may have a material impact on the accuracy of the certification;
to obtain and maintain all necessary licenses and consents in order to comply with relevant legislation andregulation in relation to the Services;that it will not use any Reports issued by Intertek pursuant to this Agreement in a misleading manner andthat it will only distribute such Reports in their entirety;
in no event, will the contents of any Reports or any extracts, excerpts or parts of any Reports be distributedor published without the prior written consent of Intertek (such consent not to be unreasonably withheld)in each instance;
shall not suspend any Services for more than five (5) days and shall pay Intertek each day of suspension
the Inspector’s day rate and any other expenses for the duration of the suspension; andthat shall not use any Intellectual Property, including but not limited to any trademark, and branding for
any advertising and promotional materials or any statements made by the Client and/or its suppliers
without the prior written consent of Intertek.
Intertek shall be neither in breach of this Agreement nor liable to the Client for any breach of thisAgreement if and to the extent that its breach is a direct result of a failure by the Client to comply with
its obligations as set out in this Clause 4. The Client also acknowledges that the impact of any failure by
the Client to perform its obligations set out herein on the provision of the Services by Intertek will notaffect the Client’s obligations under this Agreement for payment of the Charges pursuant to Clause 5
below.
CHARGES, INVOICING AND PAYMENTThe parties agree that the Services are provided on the terms and subject to the conditions set out or
referred to in this Agreement, and that this Agreement shall take precedence over any terms andconditions which the Client has provided or may in the future provide to Intertek, whether in a purchaseorder or any other document.
The Client shall pay Intertek the charges as set out in any proposal or otherwise agreed in writing (theCharges)
Charges shall be charged for services that are not included in the Proposal and for additional servicesas
requested by the Client.
The Charges are expressed exclusive of VAT and any other applicable taxes. If a withholding Intertek shallprovide the Client with a quote price including the applicable withholding tax. The Client shall pay any
applicable taxes on the Charges at the rate and in the manner prescribed by law, within thirty (30) days of
the issue by Intertek of a valid monthly invoice
The Client agrees that it will reimburse Intertek for any expenses incurred by Intertek relating to theprovision of the Services and is wholly responsible for any freight or customs clearance fees relating to
any testing samples.
The Charges represent the total fees to be paid by the Client for the Services pursuant to this Agreement.
Any additional work performed by Intertek will be charged on a time and material basis.
The Client is required to pay all invoiced amounts without any deduction, discount or set-off no later than
thirty (30) days after the invoice date. No deduction for bank charges incurred can be made. Payments,
which must be denominated in the currency indicated in the invoice, must be made by means of moneytransfer to a bank account designated by Intertek.
Intertek will issue an electronic invoice to the Client each month as the Services progress. An electronic
invoice may be sent by email and will be deemed to have been delivered to the Client upon receipt of such
email. Intertek is under no obligation to fulfil any request by the Client for a paper copy to be sent by post.
Any invoice sent by post will include a £25 administration fee and the paper invoice must be paid by the
Client within the credit terms referred to in 5.7 above.
If Intertek believes that the Client’s financial position and/or payment performance justifies such action,
Intertek has the right to demand that the Client immediately furnish security or additional security in aform to be determined by Intertek and/or make an advance payment. If the Client fails to furnish thedesired security, Intertek has the right, without prejudice to its other rights, to immediately suspendthe
further execution of all or any part of the Services, and any Charges for any part of the Services which has
already been performed shall become immediately due and payable.

15.10 If the Client fails to pay within the period referred to in 5.7 above, it is in default of its payment obligations
and this Agreement after having been reminded by Intertek at least once that payment is due within areasonable period. In that case, the Client is liable to pay interest on the credit balance with effect fromthe date on which the payment became due until the date of payment. The interest rate applied isdeemed to be the Bank of England base rate plus 5%. In addition, all collection costs incurred after the
Client’s default, both judicial and extrajudicial, are for the Client’s account. The extrajudicial costs are set
at an amount equal to least 10% of the principal plus interest, without prejudice to Intertek’s right tocollect the actual extrajudicial costs in excess of this amount. The judicial costs comprise all costs incurredby Intertek, even if they exceed the Bank of England base rate.
5.11 If the Client objects to the contents of the invoice, details of the objection must be raised with Intertek
within seven (7) days of receipt of electronic invoice, otherwise the invoice will be deemed to have been
accepted. Any such objections do not exempt the Client from its obligation to pay within the period
referred to in 5.7 above.
5.12 Any request by the Client for certain information to be included in or appended to the invoice must be
made at the time of setting out the Proposal. A later request by the Client for changes to the agreed formatof the invoice or supplementary information will not discharge the Client from its obligation to pay within
the period referred to in 5.7 above. Intertek reserves the right to charge a £25 administration fee per
invoice for issuing additional copies of invoices or amending invoice detail, format or structure from thatagreed in the Proposal. Intertek maintains the right to reject such an invoicing amendment request andsuch a rejection by Intertek of the Client’s request will not exempt the Client from its obligation to pay
within the period referred to in 5.7 above.
5.13 If actions by the Client delay completion of the Services, Intertek has the right to invoice the Client for thecost of all Services provided to date. In such a scenario the Client agrees to pay this invoice within thirty(30) days of the invoice date.
6.
INTELLECTUAL PROPERTY RIGHTS AND DATA PROTECTION
6.1 All Intellectual Property Rights belonging to a party prior to entry into this Agreement shall remain vested
in that party.
6.2 Any use by the Client (or its Affiliates) of the name "Intertek" or any of Intertek's trademarks or brandnames for any marketing, media or publication purposes must be prior approved in writing by Intertek.
Intertek reserves the right to terminate this Agreement immediately as a result of any such unauthorizeduse.
6.3 In the event of provision of certification services, Client agrees and acknowledges that the use ofcertification marks may be subject to national and international laws and regulations.
6.4 All Intellectual Property Rights in any Reports, document, graphs, charts, photographs or any othermaterial (in whatever medium) produced by Intertek pursuant to this Agreement shall belong to Intertek.
The Client shall have the right to use any such Reports, document, graphs, charts, photographs or othermaterial for the purposes of this Agreement.
6.5 The Client agrees and acknowledges that Intertek retains any and all proprietary rights in concepts, ideas
and inventions that may arise during the preparation or provision of any Report (including any deliverables
provided by Intertek to the Client) and the provision of the Services to the Client.
6.6 Both parties shall observe all statutory provisions with regard to data protection including but not limited
to the provisions of the General Data Protection Regulation 2016/679 (“GDPR”) and shall comply with allapplicable requirements of the GDPR. The Client warrants that the consent of their direct and/or
contracted personnel has been obtained prior to any commencement of the Services. The Client shallindemnify and hold harmless Intertek, its officers, employees, agents, representatives, contractors andsub-contractors from and against any and all claims, suits, liabilities (including costs of litigation andattorney's fees) arising, directly or indirectly, out of or in connection with its noncompliance with the Data
Protection Law and any breach of its obligations as set out in this Clause 6.6.
7.
7.1

(a)
(b)
(c)
7.2
(a)
(b)
(c)

(d)
7.3
(a)
(b)
(c)
(d)
7.4

7.5

7.6
7.7

CONFIDENTIALITY
Where a party (the Receiving Party) obtains Confidential Information of the other party (the Disclosing
Party) in connection with this Agreement (whether before or after the date of this Agreement) it shall,subject to Clauses 7.2 to 7.4:
keep that Confidential Information confidential, by applying the standard of care that it uses for its own
Confidential Information;
use that Confidential Information only for the purposes of performing obligations under this Agreement;andnot disclose that Confidential Information to any third party without the prior written consent of theDisclosing Party.
The Receiving Party may disclose the Disclosing Party's Confidential Information on a "need to know"basis:
to any legal advisers and statutory auditors that it has engaged for itself;
to any regulator having regulatory or supervisory authority over its business;to any director, officer or employee of the Receiving Party provided that, in each case, the Receiving Party
has first advised that person of the obligations under Clause 7.1 and ensured that the person is bound by
obligations of confidence in respect of the Confidential Information no less onerous than those set out
in this Clause 7; andwhere the Receiving Party is Intertek, to any of its subsidiaries, Affiliates or subcontractors.
The provisions of Clauses 7.1 and 7.2 shall not apply to any Confidential Information which:
was already in the possession of the Receiving Party prior to its receipt from the Disclosing Party without
restriction on its use or disclosure;is or becomes public knowledge other than by breach of this Clause 7;
is received by the Receiving Party from a third party who lawfully acquired it and who is under noobligation restricting its disclosure; oris independently developed by the Receiving Party without access to the relevant Confidential
Information.
The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent requiredby law, any regulatory authority or the rules of any stock exchange on which the Receiving Party is listed,
provided that the Receiving Party has given the Disclosing Party prompt written notice of the requirement
to disclose and where possible given the Disclosing Party a reasonable opportunity to prevent thedisclosure through appropriate legal means.
Each party shall ensure the compliance by its employees, agents and representatives (which, in the caseof Intertek, includes procuring the same from any sub-contractors) with its obligations under this Clause7.
No license of any Intellectual Property Rights is given in respect of any Confidential Information solely by
the disclosure of such Confidential Information by the Disclosing Party.
With respect to archival storage, the Client acknowledges that Intertek may retain in its archive for theperiod required by its quality and assurance processes, or by the testing and certification rules of therelevant accreditation body, all materials necessary to document the Services provided.

8.
8.1

AMENDMENTNo amendment to this Agreement shall be effective unless it is in writing, expressly stated to amend thisAgreement and signed by an authorized signatory of each party.

9.
9.1

FORCE MAJEURE
Neither party shall be liable to the other for any delay in performing or failure to perform any obligation
under this Agreement to the extent that such delay or failure to perform is a result of:war (whether declared or not), civil war, riots, revolution, acts of terrorism, military action, sabotage
and/or piracy;
natural disasters such as violent storms, earthquakes, tidal waves, floods and/or lighting; explosions
and fires;strikes and labor disputes, other than by any one or more employees of the affected party or of any
supplier or agent of the affected party;

(a)
(b)
(c)

June 2024(Japan)

(d)
(e)
9.2

9.3
(a)
(b)
(c)
9.4

failures of utilities companies such as providers of telecommunication, internet, gas or electricity services;or
any other event beyond the reasonable control of a party.
For the avoidance of doubt, where the affected party is Intertek any failure or delay caused by failure ordelay on the part of a subcontractor shall only be a Force Majeure Event (as defined below) where thesubcontractor is affected by one of the events described above.
A party whose performance is affected by an event described in Clause 9.1 (a Force Majeure Event) shall:
promptly notify the other party in writing of the Force Majeure Event and the cause and the likely durationof any consequential delay or non-performance of its obligations;use all reasonable endeavors to avoid or mitigate the effect of the Force Majeure Event and continue toperform or resume performance of its affected obligations as soon as reasonably possible; andcontinue to provide Services that remain unaffected by the Force Majeure Event.
If the Force Majeure Event continues for more than sixty (60) days after the day on which it started, eachparty may terminate this Agreement by giving at least ten (10) days' written notice to the other party.

10. LIMITATIONS AND EXCLUSIONS OF LIABILITY
10.1 Neither party excludes or limits liability to the other party:(a) for death or personal injury resulting from the negligence of that party or its directors, officers,
employees, agents or sub-contractors; or(b) for its own fraud (or that of its directors, officers, employees, agents or sub-contractors).
10.2 Subject to Clause 10.1, the maximum aggregate liability of Intertek in contract, tort (including negligenceand breach of statutory duty) or otherwise for any breach of this Agreement or any matter arising out ofor in connection with the Services to be provided in accordance with this Agreement shall be an amountequal to the fees paid by the Client and/or its suppliers to Intertek for the Services performed inaccordance this Agreement.
10.3 Notwithstanding the above Clause 10.2, Intertek shall not be liable in contract, tort (including negligenceand breach of statutory duty) or otherwise for any: (i) loss of profits; (ii) loss of sale or business; (iii) lossof or damage to goodwill or reputation; (iv) cost or expense of making a product recall; (v) loss or use or
corruption of software, data or information; (vi) any indirect, consequential, punitive, or special loss (evenwhen advised of their possibility); (vii) any incorrect results in any Reports arising from any false, unclear,
incomplete, or misleading information provided to Intertek; and(viii) the Clients failure to comply with requirements of any applicable law and regulation.
10.4 Any claim by the Client against Intertek must be made within 90 days after the Client becomes awareof any circumstances giving rise to any such claim.
11. INDEMNITY
11.1 Except in cases of proven negligence or fraud by Intertek, the Client shall indemnify and hold harmless
Intertek, its officers, employees, agents, Affiliates, contractors and sub-contractors from and against any
and all claims, suits, liabilities (including costs of litigation and attorney's fees) arising, directly or indirectly,
out of or in connection with:(a) any claims or suits by any regulatory body or governmental authority or others for any actual or asserted
failure of the Client to comply with any law, ordinance, regulation, rule or order of any governmental or
judicial authority;(b) claims or suits for personal injuries, loss of or damage to property, economic loss, and loss of or damage
to Intellectual Property Rights incurred by or occurring to any person or entity and arising in connection
with or related to the Services provided hereunder by Intertek, its officers, employees, agents,
representatives, contractors and sub-contractors;(c) the breach or alleged breach by the Client of any of its obligations set out in Clause 4 above;(d) any claims made by any third party for loss, damage or expense of whatsoever nature and howsoever
arising relating to the performance, purported performance or non-performance of any Services to theextent that the aggregate of any such claims relating to any one Service exceeds the limit of liability set
out in Clause 10 above; and(e) any claims or suits arising as a result of any misuse, unauthorized or false use of any Reports issued byIntertek which may damage the goodwill or reputation of Intertek, including but not limited to any useby the Client of the name "Intertek" or any of Intertek’s trademarks or brand names for any media,
marketing or publication purposes without obtaining the prior written consent of Intertek.
11.2 The obligations set out in this Clause 11 shall survive termination of this Agreement.
12. INSURANCE POLICIES
12.1 Each party shall be responsible for the arrangement and costs of its own company insurance which
includes, without limitation, professional indemnity, employer's liability, motor insurance and property
insurance.
12.2 Intertek expressly disclaims any liability to the Client as an insurer or guarantor.
12.3 The Client acknowledges that although Intertek maintains employer's liability insurance, such insurance
does not cover any employees of the Client or any third parties who may be involved in the provisionof the Services. If the Services are to be performed at premises belonging to the Client or third parties,
Intertek's employer’s liability insurance does not provide cover for non-Intertek employees.
13. TERMINATION
13.1 This Agreement shall commence upon the first day on which the Services are commenced and shallcontinue, unless terminated earlier in accordance with this Clause 13, until the Services have been
provided.
13.2 This Agreement may be terminated by:(a) either party if the other continues in material breach of any obligation imposed upon it hereunder for
more than thirty (30) days after written notice has been dispatched by that Party by recorded deliveryor
courier requesting the other to remedy such breach;(b) Intertek on written notice to the Client in the event that the Client fails to pay any invoice by its due date
and/or fails to make payment after a further request for payment; or(c) either party on written notice to the other in the event that the other makes any voluntary arrangementwith its creditors or becomes subject to an administration order or (being an individual or firm) becomesbankrupt or (being a company) goes into liquidation (otherwise than for the purposes of a solvent
amalgamation or reconstruction) or an encumbrancer takes possession, or a receiver is appointed, of anyof the property or assets of the other or the other ceases, or threatens to cease, to carry on business.
13.3 In the event of termination of the Agreement for any reason and without prejudice to any other rights
or remedies the parties may have, the Client shall pay Intertek for all Services performed up to andincluding date of termination. This obligation shall survive termination or expiration of this Agreement.
13.4 Any termination or expiration of the Agreement shall not affect the accrued rights and obligations of theparties, nor shall it affect any provision which is expressly or by implication intended to come into force
or continue in force on or after such termination or expiration.
14. ASSIGNMENT AND SUB-CONTRACTING
14.1 Intertek reserves the right to delegate the performance of its obligations hereunder and the provisionof the Services to one or more of its Affiliates and/ or sub-contractors when necessary. Intertek may also
assign this Agreement to any company within the Intertek group on notice to the Client.
15. GOVERNING LAW AND DISPUTE RESOLUTION
15.1 This Agreement and the Proposal shall be governed by Japanese law. The parties agree to submit to
the exclusive jurisdiction of the Japanese Courts in respect of any dispute or claim arising out ofor in connection with this Agreement (including any non-contractual claim relating to the provision of
the Services in accordance with this Agreement).

2

16.

MISCELLANEOUS
Severability
16.1 If any provision of this Agreement is or becomes invalid, illegal or unenforceable, such provision shall besevered and the remainder of the provisions shall continue in full force and effect as if this Agreement
had been executed without the invalid illegal or unenforceable provision. If the invalidity, illegality or
unenforceability is so fundamental that it prevents the accomplishment of the purpose of this Agreement,Intertek and the Client shall immediately commence good faith negotiations to agree an alternative
arrangement.
No partnership or agency
16.2 Nothing in this Agreement and no action taken by the parties under this Agreement shall constitute apartnership, association, joint venture or other co-operative entity between the parties or constituteany party the partner, agent or legal representative of the other.
Waivers16.3 Subject to Clause 10.4 above, the failure of any party to insist upon strict performance of any provisionof this Agreement, or to exercise any right or remedy to which it is entitled, shall not constitute a waiverand shall not cause a diminution of the obligations established by this Agreement. A waiver of any breachshall not constitute a waiver of any subsequent breach.
16.4 No waiver of any right or remedy under this Agreement shall be effective unless it is expressly stated to
be a waiver and communicated to the other party in writing.

June 2024(Japan)

Whole Agreement
16.5 This Agreement and the Proposal contain the whole agreement between the parties relating to thetransactions contemplated by this agreement and supersedes all previous agreements, arrangements andunderstandings between the parties relating to those transactions or that subject matter. No purchaseorder, statement or other similar document will add to or vary the terms of this Agreement.
16.6 Each party acknowledges that in entering into this Agreement it has not relied on any representation,
warranty, collateral contract or other assurance (except those set out or referred to in this Agreement)
made by or on behalf of any other party before the acceptance or signature of this Agreement. Each party
waives all rights and remedies that, but for this Clause, might otherwise be available to it in respect ofany such representation, warranty, collateral contract or other assurance.
16.7 Nothing in this Agreement limits or excludes any liability for fraudulent misrepresentation.
Third Party Rights
16.8 A person who is not party to this Agreement has no right under the Contract (Rights of Third Parties) Act
1999 to enforce any of its terms.
Further Assurance
16.9 Each party shall, at the cost and request of any other party, execute and deliver such instruments anddocuments and take such other actions in each case as may be reasonably requested from time to time inorder to give full effect to its obligations under this Agreement.

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